NVNI 6-K
Nvni Group Ltd (NVNI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2025
Commission File Number: 001-41823
Nvni Group Limited
P.O. Box 10008, Pavilion East, Cricket Square
Grand Cayman, Cayman Islands KY1-1001
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
On December 05, 2025, Nvni Group Limited (the “Company”) announced that Founder and Chief Executive Officer Pierre Schurmann has entered into a binding investment agreement to invest $6 million of personal capital in the Company through a direct private placement of equity securities, subject to closing conditions (the “Investment Agreement”). Pursuant to the Investment Agreement, Xurmann Investments Ltd, an investment vehicle wholly owned by Mr. Schurmann, will acquire 1,500,000 ordinary shares at $4.00 per share, along with five-year warrants to purchase 300,000 additional shares at an exercise price of $25.00 per share.
The foregoing description above is only a summary of the Investment Agreement and is qualified in its entirety by reference to the Investment Agreement which is filed as Exhibit 10.1 to this current report on Form 6-K and is incorporated herein by reference thereto.
A copy of the press release is furnished as Exhibit 99.1 to this report on Form 6-K.
1
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Investment Agreement dated December 04, 2025. | |
| 99.1 | Press Release dated December 05, 2025. |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NVNI GROUP LIMITED | ||
| Date: December 10, 2025 | By: | /s/ Pierre Schurmann |
| Name: | Pierre Schurmann | |
| Title: | Chief Executive Officer | |
3
Exhibit 10.1
BINDING INVESTMENT AGREEMENT
Private Placement of Equity Securities
Nuvini Group Limited (NASDAQ: NVNI)
Effective Date: December 4, 2025
THIS IS A LEGALLY BINDING AGREEMENT
Upon execution by both parties, this Agreement shall constitute a legally binding contract enforceable in accordance with its terms. Each party acknowledges that they have had the opportunity to consult with independent legal counsel prior to execution.
RECITALS
WHEREAS, the Company desires to issue and sell, and the Investor desires to purchase, certain equity securities of the Company on the terms and conditions set forth herein;
WHEREAS, the Company is a publicly traded company listed on the NASDAQ Capital Market under the symbol "NVNI";
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
| 1. | PARTIES |
| Issuer ("Company") | Nuvini Group Limited, a Cayman Islands exempted company |
| Investor | Xurmann Investments Ltd, a British Virgin Islands company, c/o: SOMASI Corporate Services Ltd., 1st Floor, Irvine's Place, 159 Main Street, P.O. Box 2132, Road Town, Tortola, British Virgin Islands |
| 2. | INVESTMENT TERMS |
| Term | Description |
| Investment Amount | US$6,000,000 (Six Million United States Dollars) |
| Securities Offered | Ordinary Shares and Warrants to purchase Ordinary Shares |
| Purchase Price | $4.00 per Ordinary Share |
| Primary Shares | 1,500,000 Ordinary Shares, par value $0.0001 per share |
| 3. | WARRANT TERMS |
| Term | Description |
| Warrant Coverage | 20% of Primary Shares purchased |
| Warrant Shares | 300,000 Ordinary Shares |
| Exercise Price | $25.00 per Ordinary Share |
| Warrant Term | Five (5) years from the Closing Date |
Page 1 of 5
| Exercise Type | Cash exercise |
| Transferability | Freely transferable, subject to applicable securities laws |
| 4. | OWNERSHIP SUMMARY |
| Metric | Value |
| Pre-Investment Shares | 10,033,802 Ordinary Shares outstanding |
| Post-Investment Shares (Basic) | 11,533,802 Ordinary Shares |
| Investor Ownership (Basic) | 13.01% of outstanding shares |
| Investor Ownership (Diluted) | 15.21% assuming full warrant exercise |
| Potential Warrant Proceeds | $7,500,000 upon full exercise |
| 5. | CONDITIONS PRECEDENT TO CLOSING |
| 5.1 | Conditions to Investor's Obligations |
| (a) | All representations and warranties of the Company shall be true and correct as of the Closing Date; |
| (b) | The Company shall have performed all covenants required to be performed prior to Closing; |
| (c) | No Material Adverse Change shall have occurred since the date hereof; |
| (d) | Company shall have obtained all required corporate approvals; |
| (e) | NASDAQ shall not have objected to the issuance of the Securities; |
| (f) | Satisfactory completion of due diligence by Investor. |
| 5.2 | Conditions to Company's Obligations |
| (a) | All representations and warranties of Investor shall be true and correct as of the Closing Date; |
| (b) | Investor shall have tendered the Investment Amount in immediately available funds; |
| (c) | Investor shall have executed and delivered all required transaction documents. |
| 6. | REPRESENTATIONS AND WARRANTIES |
| 6.1 | Company Representations |
The Company represents and warrants to the Investor that:
| (a) | Organization: The Company is duly organized and validly existing under the laws of the Cayman Islands; |
| (b) | Authority: The Company has full power and authority to execute and perform this Agreement; |
| (c) | Valid Issuance: The Securities, when issued, will be duly authorized, validly issued, fully paid, and non-assessable; |
| (d) | SEC Filings: The Company's SEC filings are accurate and complete in all material respects; |
| (e) | No Conflicts: Execution of this Agreement does not violate any agreement or law binding on the Company. |
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| 6.2 | Investor Representations |
The Investor represents and warrants to the Company that:
| (a) | Accredited Investor: Investor is an "accredited investor" as defined in Regulation D under the Securities Act; |
| (b) | Investment Intent: Investor is acquiring the Securities for investment purposes and not with a view to distribution; |
| (c) | Sophistication: Investor has sufficient knowledge and experience in financial matters to evaluate the investment; |
| (d) | Source of Funds: Investor's funds are from legitimate sources and comply with anti-money laundering laws. |
| 7. | COVENANTS |
Use of Proceeds: Proceeds shall be used for general corporate purposes, including acquisitions and working capital.
| 8. | CLOSING |
| Term | Description |
| Closing Date | Within 45 days of execution, or such other date as mutually agreed |
| Closing Location | Remotely via electronic exchange of documents and wire transfer |
| Deliverables - Company | Stock certificates (or DRS statement), Warrant certificate, legal opinion |
| Deliverables - Investor | Investment Amount via wire transfer, executed transaction documents |
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| 9. | GENERAL PROVISIONS |
| 9.1 | Governing Law and Jurisdiction |
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in New York County, New York, and each party hereby irrevocably submits to the jurisdiction of such courts.
| 9.2 | Entire Agreement |
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, and agreements between the parties.
| 9.3 | Amendment |
This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both parties.
| 9.4 | Severability |
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
| 9.5 | Waiver |
No waiver of any breach shall constitute a waiver of any subsequent breach. All waivers must be in writing and signed by the waiving party.
| 9.6 | Counterparts |
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same legal effect as original signatures.
| 9.7 | Notices |
All notices shall be in writing and delivered by hand, overnight courier, or email with confirmation, to the addresses set forth above or such other address as a party may designate in writing.
| 9.8 | Expenses |
Each party shall bear its own costs and expenses in connection with this Agreement and the transactions contemplated hereby.
| 9.9 | Assignment |
Neither party may assign this Agreement without the prior written consent of the other party, except that Investor may assign to an affiliate without consent.
| 9.10 | Binding Effect |
This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
| 10. | EXECUTION |
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date first written above by their duly authorized representatives.
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| COMPANY: | INVESTOR: | |||
| NUVINI GROUP LIMITED | XURMANN INVESTMENTS LTD | |||
| By: | /s/ Gustavo Usero | By: | /s/ Pierre Schurmann | |
| Title: | Chief Operating Officer | Title: | Director | |
| Date: | Dec 4, 2025 | Date: | Dec 4, 2025 | |
ACKNOWLEDGMENT OF BINDING NATURE
Each signatory represents that they have full authority to bind their respective party, have read and understood all terms herein, and acknowledge that this is a legally binding agreement enforceable under applicable law.
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Exhibit 99.1
Nuvini Founder and CEO Pierre Schurmann Commits $6 Million at Significant Premium to Market Price
~ Founder Commits Personal
Capital at $4.00 Per Share, Demonstrating Strong
Insider Confidence ~
~ Investment Follows October Open Market Purchases by Management Team ~
NEW YORK, Dec. 05, 2025 (GLOBE NEWSWIRE) -- Nuvini Group Limited (Nasdaq: NVNI) (“Nuvini” or the “Company”), Latin America’s leading serial acquirer of B2B SaaS companies, today announced that Founder and Chief Executive Officer Pierre Schurmann has entered into a binding investment agreement to invest $6 million of personal capital in the Company through a direct private placement of equity securities, subject to closing conditions.
The investment represents one of the strongest demonstrations of insider confidence, with Mr. Schurmann committing substantial personal funds at a purchase price of $4.00 per share—a significant premium to current market price—alongside warrants to purchase additional 300,000 shares at $25.00 per share. This transaction follows open market share purchases by members of Nuvini’s management team in October 2025.
Founder Doubles Down on Growth Vision
Under the terms of the agreement, Xurmann Investments Ltd, an investment vehicle wholly-owned by Mr. Schurmann, will acquire 1,500,000 ordinary shares at $4.00 per share, along with five-year warrants to purchase 300,000 additional shares at an exercise price of $25.00 per share. If the warrants are fully exercised, they would generate an additional $7.5 million in proceeds for the Company.
Following the closing, the Company will have 11,533,802 ordinary shares outstanding. The proceeds will be deployed for debt repayment and to support Nuvini as the Company executes on its acquisition strategy.
“This investment reflects my unwavering confidence in Nuvini’s business model, our execution capabilities, and the significant value creation opportunity ahead,” said Pierre Schurmann, Founder and Chief Executive Officer of Nuvini. “By committing $6 million of personal capital at a substantial premium to current market prices, I am reinforcing my belief that Nuvini’s shares represent exceptional value at these levels. We have a robust pipeline of high-quality acquisition targets, a proven track record of integration, and an AI-first operating strategy that is driving meaningful margin expansion across our portfolio.”
Strong Signal of Management Alignment
The investment underscores the deep alignment between management and shareholders, with Mr. Schurmann significantly increasing his economic stake in the Company’s future success. The transaction follows a series of strategic initiatives announced throughout 2025, including:
| ● | FY2025 EBITDA guidance of $9-11 million USD, with a clear path to $85-95 million run-rate EBITDA by end of Q1 2026 through strategic acquisitions |
| ● | Launch of NuviniAI Lab and NuviniAI Index, driving 40% average productivity gains and positioning the Company as a leader in AI-enabled SaaS operations |
| ● | Implementation of performance-based executive compensation tied to ROIC and organic revenue growth |
| ● | Regaining and maintaining NASDAQ compliance throughout 2025 |
“When a founder commits this level of personal capital at a significant premium, it sends an unambiguous message to the market,” Schurmann continued. “I am investing because I believe we are dramatically undervalued relative to our earnings power, growth trajectory, and the quality of our business “
Transaction Terms and Closing
The transaction is expected to close within 45 days, subject to customary closing conditions including corporate and regulatory approvals.
About Nuvini
Headquartered in São Paulo, Brazil, Nuvini is Latin America’s leading private serial acquirer of business to business (B2B) software as a service (SaaS) companies. The Company focuses on acquiring profitable, high-growth SaaS businesses with strong recurring revenue and cash flow generation. By fostering an entrepreneurial environment, Nuvini enables its portfolio companies to scale and maintain leadership within their respective industries. The company’s long-term vision is to buy, retain, and create value through strategic partnerships and operational expertise.
Forward-Looking Statements
Statements about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. The Company cannot guarantee future results, levels of activity, performance, or achievements. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, without limitation: the Company’s ability to complete the potential acquisitions on the anticipated timeline or at all; general market conditions that could affect the consummation of the potential acquisition; if definitive documents with respect to a potential acquisition are executed, whether the parties will achieve any of the anticipated benefits of any such transactions; and other factors discussed in the “Risk Factors” section of the Company’s Ǫuarterly and Annual Reports filed with the Securities and Exchange Commission (“SEC”) and the risks described in other filings that the Company may make with the SEC. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. Any forward-looking statements speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. We caution you, therefore, against relying on any of these forward-looking statements.
Investor Relations Contact
Sofia Toledo
[email protected]
MZ North America
[email protected]